INDEPENDENT CONTRACTOR AGREEMENT
School of Cinema & Interactive Media
DePaul University
This Independent Contractor Agreement (the "Agreement") is made between ___________________ ("Vendor")
and DePaul University, an Illinois not-for-profit corporation ("DePaul") this _____ day of _____________, 20__
("Effective Date").
1)
Deliverables. Vendor will provide the following services to DePaul:
______________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
(hereinafter the "Services").
2)
Term. The term of this Agreement shall begin on ______________ __, 20__ (the "Commencement
Date") and shall end on _______________ __, 20__.
3)
Pricing & Payment. DePaul shall pay Vendor $____________ Services. Vendor shall be required to
invoice DePaul for this amount. DePaul’s payment terms are net 30 from the invoice date. Except as
otherwise expressly provided in this Agreement, all expenses incurred by the parties shall be the sole
responsibility of the party who incurred the expense.
4)
Independent Contractor. It is expressly understood that Vendor is an independent contractor and not
the agent, partner, joint venturer, or employee of DePaul. Vendor shall not have the authority to enter
into any contract or agreement to bind DePaul and shall not represent to anyone that you have such
authority. All of Vendor's employees and/or independent contractors (hereinafter referred to as "Vendor’s
Staff") assigned to work on DePaul projects shall remain at all times during the Agreement independent
contractors and/or employees of Vendor and not of DePaul. Vendor agrees that it is solely responsible for
paying the wages of Vendor's Staff and for paying any income, social security, and other employment
taxes due to the proper taxing authorities, and that DePaul will not deduct such taxes from any payments
to Vendor hereunder. Vendor, and if applicable, Vendor's Staff, shall have no claim against DePaul
hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker's
compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of
any kind, statutory or otherwise. Vendor represents and warrants that it is in compliance with all federal,
state and local laws and regulations relating to Vendor's Staff and agrees that it will be responsible for
making all decisions with respect to all human resource matters for Vendor's Staff. Vendor agrees to
comply with all applicable state and federal laws and regulations governing employment authorization
and screening, including but not limited to completing and maintaining Employment Eligibility
Verification Form I-9 for all of Vendor’s Staff who will provide services to DePaul pursuant to this
Agreement. Vendor represents and warrants that it is not knowingly employing any workers who are not
authorized to work in the United States to service this Agreement. DePaul shall be authorized to terminate
the Agreement immediately if Vendor employs workers who are not authorized to work in the United
States in connection with the Agreement. Vendor agrees to defend and indemnify DePaul for any liability
arising out of claims that Vendor’s employees are not authorized to work in the United States.
5)
Indemnification. To the greatest extent permitted by law, Vendor will defend, indemnify and hold
DePaul and DePaul’s trustees, directors, officers, faculty, employees, and agents, past or present
(together, the "DePaul Parties"), harmless from and against all claims, causes of action, fees, liabilities,
damages, expenses (including reasonable attorney’s fees) and costs (together, "Claims") brought against
or incurred by the DePaul Parties relating to or arising from this Agreement, including, without limitation,
Claims arising from or relating to the following: (i) personal injury, death or property damage caused by
the negligent or willful acts or omissions of Vendor or its employees, agents or subcontractors; (ii) any
misrepresentation or breach of warranty by Vendor or its employees, agents or subcontractors of any
representation or warranty in this agreement; and (iii) any breach by Vendor or its employees, agents or
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subcontractors of any covenant in this agreement. Such obligation shall not be construed to negate,
abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or
person described herein.
6)
Insurance. Vendor represents and warrants that it has in place and will maintain throughout the term of
this Agreement insurance against claims for injuries to persons or damages to property which may arise
from or in connection with the services provided. This insurance shall include, but not necessarily be
limited to, commercial general liability and, if necessary, commercial umbrella insurance with a limit of
not less than $3,000,000 each occurrence. DePaul University, its officers, directors, trustees, employees,
and agents shall be included as an additional insured under the above-named policies. This insurance
shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded
to DePaul.
7)
Compliance. Vendor agrees at all times to abide by all applicable local ordinances and codes, and all
applicable state and federal statutes and regulations. Vendor agrees to provide all United States tax
documentation and other informational requests that may be reasonably made by DePaul, including but
not limited to DePaul’s Vendor Information Form and Internal Revenue Service Forms W-9 or Form W8, necessary to fulfill its reporting and withholding obligations.
8)
Termination. DePaul may terminate this Agreement for any reason with thirty (30) business days'
advance written notice. If Vendor breaches a material obligation under this Agreement, and such breach
is not cured within ten (10) business days after Vendor's receipt of written notice of the breach, DePaul
may immediately terminate the Agreement. In the event of termination prior to completion of all work
described in Exhibit A, DePaul shall pay any undisputed outstanding amounts owed based on work
completed and billed at the time of such notice of termination.
9)
Miscellaneous. This Agreement shall be governed in all respects by the substantive laws of the State of
Illinois, and any state or federal court within Cook County, Illinois shall have exclusive jurisdiction of
any action or proceeding relating to or arising under or in connection with this Agreement. This
Agreement embodies the entire understanding between and among the parties, and may not be amended
or changed in any way except by written instrument signed by both parties. If there is any conflict
between the provisions of this Agreement and any other agreement, invoice or other document, the
provisions of this Agreement shall control. If any portion of this Agreement is held to be illegal, invalid
or unenforceable, it is the express intention of the parties that the remainder of this Agreement shall not
be affected thereby. This Agreement may not be assigned without the written consent of the nonassigning party. No failure or delay by either party in exercising any right, power or remedy will operate
as a waiver of such right, power or remedy, and no waiver will be effective unless it is in writing and
signed by the party to be charged thereby.
FOR DEPAUL UNIVERSITY:
FOR VENDOR:
By: ____________________________
By: __________________________
Its:_____________________________
Its: __________________________
Date: _______________
Date: _______________
** This Agreement relates to coursework for the course listed below. To the extent that Owner has any
questions or concerns prior to signing this Agreement, Owner should contact the course instructor.
Course:
___________________________________________
Instructor:
___________________________________________
Office Phone: ________________
Email: ________________
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